CBOT puts off vote on Merc bid

Merger off agenda

CEO's pay detailed

March 30, 2007|By From Tribune news services

CBOT Holdings Inc. said in regulatory filings Thursday that Chief Executive Bernard W. Dan received compensation valued at $3.47 million in 2006 and that its shareholders would not vote on an acquisition offer by Chicago Mercantile Exchange Holdings Inc. at the CBOT's annual meeting May 1.

Dan, 46, received an $800,000 salary and $320,000 bonus as the parent company of the Chicago Board of Trade saw its annual earnings more than double.

The CBOT said its net income in 2006 was $172.2 million, or $3.26 a share, more than double its 2005 profit of $76.5 million, or $1.09 a share. Revenue jumped 34 percent, to $621.1 million.

Dan received $1.28 million in incentive awards and other perks worth $148,107, including $7,361 in parking expenses.

He also received stock awards valued by the company at $921,250 on the day they were granted in January, according to the filing with the Securities and Exchange Commission. The CBOT said Dan's base salary for 2007 will remain at $800,000.

The CBOT is the subject of dueling buyout offers by the Merc and Atlanta-based electronic futures market IntercontinentalExchange Inc.

The CBOT originally scheduled a meeting for next Wednesday so shareholders could vote on the Merc's offer, which was valued at roughly $8.6 billion when it was announced in October. But then ICE, an electronic marketplace that focuses on energy trading, made its unsolicited bid of $9.9 billion.

That meeting has been rescheduled for May 1, but the CBOT said in an SEC filing that it expects no action will be taken on the proposed deal with the Merc.

"We will not take any action at the annual meeting relating to the proposed merger" with the Merc, the CBOT said in the filing.

The CBOT's board of directors and a special transaction committee are evaluating the ICE offer. The Merc has said it still expects the deal to close by mid-2007.

In the SEC filing, the CBOT said that the agenda of the May 1 shareholder meeting includes the election of five people to the board of directors for two-year terms and "transaction of such other business as may properly come before the meeting."

Shares of ICE shares added $1.01, to $122.97. Merc stock gained $1.86, to $531.11. Shares of CBOT fell $2.07, to $184.18. All trade Thursday was on the New York Stock Exchange.